The Pleasanton, Calif.-based company referenced a recent report from Glass Lewis & Co. regarding its most recent annual meeting, which stated that Voce “has not presented a detailed operating plan for the company, nor has it offered specific suggestions to improve the company’s financial or operating performance.”
Natus agreed with the rejection of Voce’s proposal and added that it believed its shareholders should vote for its existing nominees to the board.
“This is a critical moment for Natus. The company has developed from a small, single product company into a leader in three major markets – and we see a clear path to the next phase of growth and value creation. The Natus board urges shareholders to vote the white proxy card today for the election of Doris Engibous and Robert Weiss. The Natus board recommends that shareholders not vote for the removal of Chairman Robert Gunst,” Natus wrote in a press release.
Voce Capital disagreed, and referenced that the Glass Lewis & Co. report recommended voting for Voce nominees Lissa Hein and Joshua Levine. The firm urged shareholders to follow its voting direction based on issues iwth as with the performance, strategy and corporate governance of Natus, according to a press release.
“We are gratified that both leading proxy advisory firms – ISS and Glass Lewis – have, at the conclusion of their respective thorough inquiries, supported our call for change at Natus by recommending that stockholders vote for our nominees on the blue proxy card. In its report, Glass Lewis articulates the depth of the issues at Natus, including chronic underperformance, strategic missteps, misaligned executive compensation and wholly inadequate board oversight. Most notably, in our view the findings of ISS and Glass Lewis in aggregate point to a holistic failure of corporate governance at Natus. It is apparent to us that the issues here cannot be addressed with quick fixes or cosmetic modification – but instead require real, meaningful changes to the composition and structure of the Board especially its chairmanship. This is why we also strongly urge stockholders to support our Removal Proposal to recall chairman Gunst as a director. chairman Gunst lacks any healthcare experience, has been retired from active employment for almost two decades and hasn’t sat on another public company board in more than ten years. In his 14 years as chairman, a culture of entrenchment, insularity and misalignment with stockholders has taken root at Natus. It is high time that chairman Gunst is held accountable for this. We ask our fellow stockholders to join us in seeking to restore credibility to Natus’ board by voting on the blue proxy card today for Voce’s highly-qualified and independent nominees, and for Voce’s removal proposal to replace chairman Gunst,” Voce Capital founder & chief investment officer J. Plants said in a press release.
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